Business Context and Reporting Period
This Form 8-K is filed by Gloo Holdings, Inc. (GLOO) on April 12, 2026. The report primarily addresses a pending acquisition and references financial results for the fourth quarter and fiscal year ended January 31, 2026, which were issued via press release on April 14, 2026.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained in the referenced press release (Exhibit 99.1) and the upcoming Annual Report on Form 10-K, which are not included in the source text.
Material Changes and Transactions
- Acquisition Agreement: On April 12, 2026, Gloo, LLC (a wholly-owned subsidiary) entered into an Asset Purchase Agreement to acquire substantially all assets and certain liabilities of WDMarketdesk, LLC ("Enterprisemarketdesk").
- Transaction Timing: The transaction is expected to close in the second quarter of the Company's 2026 fiscal year, subject to customary closing conditions.
- Consideration Structure: The Company agreed to issue Class A common stock as part of the consideration. The share price will be based on the volume-weighted average price (VWAP) of the stock for the 30-day period commencing 15 days prior to the Effective Date.
- Estimated Share Issuance: Based on an assumed VWAP of $7.00, the Company estimates issuing approximately 1,464,286 shares. The final number of shares will be reported in a subsequent amendment to this 8-K.
- Regulatory Exemption: The issuance of shares is intended to rely on exemptions from registration under Section 4(a)(2) and Rule 506 of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the pending acquisition and the number of shares to be issued. Management notes that actual results may differ materially due to known and unknown risks, uncertainties, and assumptions. Specific risks are detailed in the Company's Quarterly Report on Form 10-Q (filed December 23, 2025) and the expected Annual Report on Form 10-K. The Company undertakes no obligation to update these forward-looking statements except as required by law.
Investor Verification Checklist
- Verify the final number of shares to be issued upon closing of the Enterprisemarketdesk Transaction, as the current figure is based on an assumed $7.00 VWAP.
- Review the press release (Exhibit 99.1) for specific financial results for the quarter and year ended January 31, 2026, which are not detailed in this 8-K.
- Confirm the satisfaction of customary closing conditions required for the acquisition to proceed in Q2 2026.
- Monitor the upcoming Form 10-K filing for detailed risk factors and comprehensive financial statements.